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NOETIC OF EXTRA ORDINARY GENERAL MEETING
Notice is hereby given to all shareholders that Extra
Ordinary General Meeting of Security Investment Bank Limited will
be held at Flat No. 4, 3rd Floor, Al-Baber Centre, Main
Markaz, F-8, Islamabad, on Tuesday, 29 June 2010 at 9.00 a.m. to
transact the following business:
ORDINARY BUSINESS:
1.
To confirm the
minutes of 19th Annual General Meeting held on 28 April
2010.
2.
To elect
Directors in accordance with the provisions of section 178 of the
Companies Ordinance, 1984 for a term of three years commencing from
the date of their appointment. As decided by the Board of
Directors, the number of Directors to be elected would be seven.
The names of the present Directors retiring at the Extra Ordinary
General Meeting are as follows :
1.
Mr. Khursheed
K. Marker
2.
Haji Jan
Muhammad
3.
Mr. Muhammad
Yunus Abdul Aziz Tabba
4.
Mr. Muhammad
Mahboob
5.
Mr. Shaikh
Abdullah
6.
Mr. Sheikh
Asim Rafiq
7.
Mr. Muhammad
Saleem Rathod
SPECIAL BUSINESS:
3.
To approve the
remuneration to be paid to the Chief Executive Officer, if thought
fit, by passing the following resolution with or without
modification.
“Resolved that the Company be and is
hereby authorise the Board
of Directors for payment of remuneration to the Chief Executive
Officer for total amount not exceeding as per terms and conditions
of contract approved by the BOD, subject to increments, bonuses,
adjustments and other entitlements as may be granted at any time
and from time to time by the Board of Directors of the
company.”
ANY OTHER BUSINESS
4.
To transact
any other business with the permission of the chair.
BOOK CLOSURE
The share transfer books of the company will remain closed
from 23 June 2010 to 29 June 2010 (both days inclusive). Transfer
received in order at the office of the share registrar of the
company by the close of business on 22 June 2010 will be treated in
time.
By order of the Board
Muhammad Shahzad
Head of Finance and Company Secretary
Karachi
Dated: 7 June 2010
NOTES:
1). Any person
who seeks to contest election of the office of Director shall file
with the company at its registered office not later than fourteen
days before the date of the meeting, a notice of his intention in
term of section 178(3) of the Companies Ordinance, 1984, alongwith
required information and forms for approval of Directors as
required under Non-Banking Finance Companies & Notified
Entities Regulations, 2008 and all required documents including the
affidavit and declaration.
2)
A member
entitled to attend and vote at this meeting is entitled to appoint
a proxy to attend and vote on his / her behalf. Proxies in order to
be effective must be received at the office of the share registrar
of the company duly stamped and signed not less than 48 hours
before the meeting. A member may not appoint more than one proxy.
3)
Members are
requested to promptly communicate to the company any change in
their addresses.
4)
CDC Account
holders and sub-account holders are required to follow the under
mentioned guidelines as laid down by the Securities & Exchange
Commission of Pakistan.
a)
For attending the meeting
i)
In case of
individuals, the account holder or sub-account holder shall bring
his or her original Computerized National Identity Card or original
passport at the time of attending meeting.
ii)
In case of
corporate entity, the Board of Directors’ resolution / power
of attorney with specimen signature of the nominee shall be
produced at the meeting.
b). For appointing proxies
i)
In case of
individuals, the account holder or sub-account holder shall submit
the proxy form as per the above requirement.
ii)
The proxy form
shall be witnessed by two persons whose names, addresses and CNIC
number shall be mentioned on the form.
iii)
Attested copies
of CNIC or the passport of the beneficial owners and the proxy
shall be furnished with the proxy form.
iv)
The proxy
shall produce his or her original CNIC or original passport at the
time of meeting.
v)
In case of
corporate entity, the Board of Directors’ resolution / power
of attorney with specimen signature shall be submitted to the
company along with proxy form.
STATEMENT UNDER SECTION 160(1)(b) OF THE
COMPANIES ORDINANCE 1984
This statement sets out the material facts
concerning the special business, given in agenda items, to be
transacted at the Extra Ordinary General Meeting of the company to
be held on 29 June 2010.
REMUNERATION OF CHIEF EXECUTIVE OFFICER
Approval of the shareholders is sought for
the remuneration to be paid to the Chief Executive Officer of the
company. For this purpose, it is intended to propose the resolution
appended below the Agenda for Special Business.
Mr. Muhammad Saleem Rathod was last
appointed as Chief Executive Officer for a period of three years
commencing from 6 July 2007. The Board of Directors is considering
his reappointment for a further period of three years. According to
Article 97 of the Company’s Articles of Association, the
Chief Executive is supposed to receive remuneration as the Company
may in its general meeting determine or as the directors may
determine if authorised to do so by the Company in general meeting.
Mr. Muhammad Saleem Rathod will not participate in the proceedings
relating to his remuneration.
The Directors and their relatives are not
interested in the Special Business except to the extent of their
shareholding of their shareholding and directorships in the
Company.
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